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Enbridge Energy Partners, Lp Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10934 ENBRIDGE ENERGY PARTNERS, L.P. (Exact Name of Registrant as Specified in Its Charter) Delaware 39-1715850 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1100 Louisiana Street, Suite 3300, Houston, Texas 77002 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (713) 821-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A common units New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate market value of the registrant’s Class A common units held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2012, was $5,893,123,201. As of February 14, 2013 the registrant has 254,208,428 Class A common units outstanding. DOCUMENTS INCORPORATED BY REFERENCE: NONE Table of Contents TABLE OF CONTENTS Page PART I Item 1. Business 1 Item 1A. Risk Factors 35 Item 2. Properties 52 Item 3. Legal Proceedings 52 PART II Item 5. Market for Registrant’s Common Equity and Related Unitholder Matters 53 Item 6. Selected Financial Data 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 108 Item 8. Financial Statements and Supplementary Data 118 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 190 Item 9A. Controls and Procedures 190 Item 9B. Other Information 192 PART III Item 10. Directors, Executive Officers and Corporate Governance 193 Item 11. Executive Compensation 201 Item 12. Security Ownership of Certain Beneficial Owners and Management 232 Item 13. Certain Relationships and Related Transactions, and Director Independence 234 Item 14. Principal Accountant Fees and Services 244 PART IV Item 15. Exhibits and Financial Statement Schedules 244 Signatures 245 In this report, unless the context requires otherwise, references to “we,” “us,” “our” or “the Partnership” are intended to mean Enbridge Energy Partners, L.P. and its consolidated subsidiaries. We refer to our general partner, Enbridge Energy Company, Inc., as our “General Partner.” This Annual Report on Form 10-K includes forward-looking statements, which are statements that frequently use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “should,” “strategy,” “target,” “will” and similar words. Although we believe that such forward-looking statements are reasonable based on currently available information, such statements involve risks, uncertainties and assumptions and are not guarantees of performance. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond the Partnership’s ability to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include: (1) changes in the demand for or the supply of, forecast data for, and price trends related to crude oil, liquid petroleum, natural gas and NGLs, including the rate of development of the Alberta Oil Sands; (2) our ability to successfully complete and finance expansion projects; (3) the effects of competition, in particular, by other pipeline systems; (4) shut-downs or cutbacks at our facilities or refineries, petrochemical plants, utilities or other businesses for which we transport products or to whom we sell products; (5) hazards and operating risks that may not be covered fully by insurance, including those related to Lines 6A and 6B; (6) changes in or challenges to our tariff rates; and (7) changes in laws or regulations to which we are subject, including compliance with environmental and operational safety regulations that may increase costs of system integrity testing and maintenance. For additional factors that may affect results, see “Item 1A. Risk Factors” included elsewhere in this Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q, which are available to the public over the Internet at the U.S. Securities and Exchange Commission, or SEC’s, website (www.sec.gov) and at our website (www.enbridgepartners.com). i Table of Contents Glossary The following abbreviations, acronyms and terms used in this Form 10-K are defined below: AEDC Allowance for equity during construction AFUDC Allowance for funds used in construction AIDC Allowance for interest during construction Alberta Clipper Pipeline A 36-inch pipeline that runs from the Canadian international border near Neche, North Dakota to Superior, Wisconsin on our Lakehead system Amended EDA Amended and Restated Equity Distribution Agreement Anadarko system Natural gas gathering and processing assets located in western Oklahoma and the Texas panhandle which serve the Anadarko basin; inclusive of the Elk City System AOCI Accumulated other comprehensive income Bbl Barrel of liquids (approximately 42 United States gallons) Bpd Barrels per day CAA Clean Air Act CAPP Canadian Association of Petroleum Producers, a trade association representing a majority of our Lakehead system’s customers CERCLA Comprehensive Environmental Response, Compensation, and Liability Act CAD Amount denominated in Canadian dollars CWA Clean Water Act DOT United States Department of Transportation EA interests Partnership interests of the OLP related to all the assets, liabilities and operations of the Eastern Access Projects East Texas system Natural gas gathering, treating and processing assets in East Texas that serve the Bossier trend and Haynesville shale areas. Also includes a system formerly known as the Northeast Texas system Eastern Access Joint Funding Agreement The funding agreement between Enbridge Energy Partners, L.P. (the Partnership) and Enbridge Energy Company, Inc. (the General Partner) to provide joint funding for the Eastern Access Projects Eastern Access Projects Multiple expansion projects that will provide increased access to refineries in the United States Upper Midwest and in Canada in the provinces of Ontario and Quebec for light crude oil produced in western Canada and the United States. EDA Equity Distribution Agreement Elk City system Elk City natural gas gathering and processing system located in western Oklahoma in the Anadarko basin Enbridge Enbridge Inc., of Calgary, Alberta, Canada, the ultimate parent of the General Partner Enbridge Management Enbridge Energy Management, L.L.C. Enbridge system Canadian portion of the liquid petroleum mainline system Enbridge Pipelines Enbridge Pipelines Inc. EP Act Energy Policy Act of 1992 EPA Environmental Protection Agency ERCB Energy Resource Conservation Board, a successor regulatory body to the Alberta Energy Utility Board Exchange Act Securities Exchange Act of 1934, as amended FERC Federal Energy Regulatory Commission FSM Facilities Surcharge Mechanism General Partner Enbridge Energy Company, Inc., the general partner of the Partnership ICA Interstate Commerce Act ii Table of Contents
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